Okaloosa County BOCC — November 3, 2015 — Pictometry Contract — reading text

Pictometry Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright and other proprietary notices contained in the original. You will not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt , modify , create derivative works of, or tamper with or disable any security or monitoring features within the Pictometry Software. Any attempt to do so is a violation of the rights of Pictometry and its licensors. 3. TITLE. The Proprietary Materials are confidential information of, trade secrets of, and are proprietary to Pictometry. Title to the Proprietary Materials is and will remain in Pietol11etry and its licensors. All a pplic~bl e rights to patents, copyrights, trademarks, trade secrets, and other intellectual property ri ghts in the Proprietary Materials are and will remain in Pictol11etry and its licensors. You will not assert any right, title or interest in the Proprietary Matcrials provided to you under this License, except for the exprcss license granted to you hereunder. You will not remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials and you will reproduce all such information on all copies made hereunder. You will keep the Proprietary Materials free of all claims, liens and encumbrances. 4. DISCLAIMERS OF WARRANTY. USE OF THE PICTOMETRY SOFTWARE IS AT YOUR SOLE RISK . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PICTOMETRY SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS ANI? WITHOUT WARRANTY OF ANY KIND, AND PICTOMETRY HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PICTOMETRY SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTI ES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. PICTOMHRY DOES NOT WAR.RANT THAT THE FUNCTIONS CONTAINED IN OR PROVlDED BY THE PICTOMETRY SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF TI-IE PICTOMETRY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPRIETARY MATERIALS WILL BE CORRECTED. 5. LIMITATION OF LIABILITY. IN NO EVENT WILL PICTOMETRY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMIT ArrON, DAMAGES FOR LOSS OF PROFITS , LOSS OF OAT A, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INAB ILITY TO US E THE PICTOMETRY SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTH ERWIS E). EVEN IF PICTOM ETRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PICTOMETRY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) CAUSED BY, ARISING OUT OF OR IN ANY WAY RELATED TO THE PICTOMETRY SOFTWARE EXCEE D Til E AMOUNT OF FIFTY DOLLARS ($50.00) . THE FOREGOING LIMITATIONS WILL APPL Y EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 6. TERMINATION. This License will terminate automatically without notice from Pictometry if you fail to comply with any term of this License. Upon the termination of this License, YOll will cease all use of the Pictometry Software and destroy all copies, full or partial, of the Proprietary Materials. 7. MISCELLANEOIIS PROVISIONS. A. Restricted Rights. Pictometry Software acquired with United States Government funds or intended for use within or for any United States federal agency is provided with "Restricted Rights" as defined in OFARS 252.227-7013, Rights in Technical Data and Comp uter Software and FAR 52.227­ 14 . Rights in Data-Gencral, including Alteroflate III, as applicable. Pictomctry must be not ified in advance of any license grants to United States fed eral govcrnmentul entities. The Pictometry Software is developed for general use in a variety of applications and is not developed or intended for usc in any inherently dangerous applications or applications that could lead to property dam age, personal injury or death. If you use the Pictometry Software in sllch applications, then you will be responsi ble for taking all appropriate fail-safe, backup, red undancy, and other measures to ensure the sate use of the Pietometry Software in such applications, including but not limited to, in any nuclear, av iation , mass transi t, public satety or medical applications. B. Foreign Trade Restrictions. The parties acknowledge that certain information, software technology, accompanying documentation and technical informatic,n may be subject to United States export control laws. You will not directly or indirectly export or re-export the Pictometry Software in violation of the Export Administration Regulations of the U.S. Department of Commerce. C Governing Law. This License will be govemed by and interpreted in accordance with the laws of the State of New York, excluding its conflict of laws principles D. Assignment You may not assign this License without Pictometry's prior written consent. Any ass ignment in violation of this License will be null, void and of no force and effect. For all purposes under this License, any merger, consolidation, spin-off, acquisition or change-in-control will be deemed an assignment. E. Partial Invalidity; Survival. Ifany provision of thi s License is held invalid or unenforceable by competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it will then appear. The total invalidity or Page II of 15 Ol<aloosa County. FL - C I70390 20151007 CMT-00047-20 ISO 121  unenforceability of any particular provision of this License will not affect its other provisions and this License will be constmed in all respects as if the invalid or unenforceable provision were omitted. The provisions of thi s License that by their nature would survive its termination will survive indefinitely. F. Force Majeure. Neither party will be liable for any costs or damages due to nonperformance under thi s License arising out of any cause not within thc reasonable control of such party and without its rault or negli gcnce. Neither party will be liable for any delay or failure in the performance of its obligations under this License that directly results from any failure of the other party to perform its ob ligation s as set forth in this License. G. WRiver. No waiver ofa breach of any term of th is Liccnse will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver or any subscq uent breach of the same or any other term of this License. No failure on the part ofa party to exercise, and no delay in exercis ing any of its rights hereunder will operate as a waiver thereoe nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed eflcctive to modi/)" amend or disc harge any part of this License or the rights or obligations of any party hereunder. H. Entire Agreement; Construction. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings regarding that subject matter. No amendment to or modification of this License will be binding unless in writing and signcd by Pictomctry. There are no representations, warranties, or obligations of any party not express ly contained herein. The headings in this License are for convenience only. They do not constitute a portion of this Licen se and will not be used in any construction of it. [END OF SOFTWARE LICENSE AGREEMENTJ Page 12 of 15 Okaloosa County, FL - C 170390 20151007 CMT-00047-20 ISO l21 SECTION C NON-STANDARD TERMS AND CONDITIONS 1. Florida Department of Revenue ("FL DOR"): Notwithstanding anything in the Delivered Content General Terms and Conditions to the contrary, Customer shall have the right to provide a eopy of the ortl1o tiles, in MrSlD and TIFF format, to the FL DOR, via hard drive delivery, in accordance with FL DOR requirements. 2. SURVEYOR ACCURACY REPORT: A copy of a Surveyor Report containing all required accuracy statements and certifications prcpared by a Florida liccnsed Surveyor will be delivered to the Customer pursuant to this Agreement. [END OF NON-STANDARD TERMS AND CONDITIONS] Page 13 of IS Okaloosa County, FL - C 170390 20 I 5 1007 CMT-0004 7-20 ISO 121 APPENDIX 1 PHOTOG RAM METRIC PRODUCT SPECIFICATIONS AccuPlus® Premium Ortho-Mosaic Product Overview: Seamless ortho-mosaic produced from individual frames and tiled to customer's preferred tiling scheme. Acquisition: Flight plans will be prepared to capture image frames with nominal 60% forward overlap and nominal 30% sidelap in order to provide sufficient overlap for automatic aerial triangulation and mitigation of building lean in orthophotography produced. Source imagery will be acquired during times of optimal environmental conditions. Imagery will gencrally be captured when solar altitude is 30 degrees or greater and/or by using the most optimal four-hour window, except whcre capture season oflers significantly longer window. Imagery will be acquired with ground free of snow cover and deciduous vegetation less than 30% of full bloom Frames with clouds will be rejected and renown. Any planned deviation from these conditions imposed by capture window constraints will be discussed with client prior to commencement of acquisition. Camera: Pictometry utilizes its USGS certified, custom designed mapping camera incorporating a Kodak sensor and custom designed photogrammetric lenses. The sensor is fully calibrated according to Pictometry's USGS approved calibration process. Pictometry's sensor provides a dynamic range of 12 bits per band, RGB (resa mpled to 8 bits during processing). Ortho-Rectification : Prior to the production of orthophotography, Pictometry will perform automatic aerial triangulation, utilizing the directly observed Exterior Orientations (EOs) and ground control points (GCPs), measured by a licensed surveyor, for the purpose of orienting the individual frames for creation of the flllal ortho imagery. In addition to the GC Ps, sophisticated matching techniques will be employed to automatically creatc tie points for use in performing a bundle adjustment. Pictometry will utilize best available Digital Terrain Models, combincd with the ca librated camera interior orientations, ground control points, and triangulated EOs to rectify the images. When the rectiflcation requires a res am pling of the source imagery, a cubic convolution method will be utilized . Mosaic Global color balancing will be applied to all orthophotos to create homogeneous orthophotos within the project area. Local adjustments of brightness values, color and